EASTMAN KODAK CO

Regulatory Filings • Apr 15, 2014

DEFA14A 1 eastmankodak_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| Filed by the Registrant
[X] | | | |
| --- | --- | --- | --- |
| Filed by a Party other than
the Registrant [ ] | | | |
| Check the appropriate
box: | | | |
| [ ] | Preliminary Proxy
Statement | [ ] | Soliciting Material Under Rule
14a-12 |
| [ ] | Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| [ ] | Definitive Proxy
Statement | | |
| [X] | Definitive Additional
Materials | | |

| Eastman Kodak Company |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant) |

| Payment of Filing Fee (Check
the appropriate box): — [X] | No fee required. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and
0-11. | |
| | 1) | Title of each class of
securities to which transaction applies: |
| | 2) | Aggregate number of
securities to which transaction applies: |
| | 3) | Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
| | 4) | Proposed maximum
aggregate value of transaction: |
| | 5) | Total fee
paid: |
| [
] | Fee paid previously
with preliminary materials: | |
| [
] | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing. | |
| | 1) | Amount previously
paid: |
| | 2) | Form, Schedule or Registration
Statement No.: |
| | 3) | Filing Party: |
| | 4) | Date Filed: |

IMPORTANT ANNUAL MEETING INFORMATION

| Annual Meeting Notice of Internet
Availability of Proxy Materials |
| --- |
| Important Notice Regarding the
Availability of Proxy Materials for Eastman Kodak Company’s Annual
Meeting to be Held on May 28, 2014 at 9:00 a.m., Eastern Time, at the W
New York, 541 Lexington Avenue, New York, NY 10022. |

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for Eastman Kodak Company’s Annual Meeting are available on the internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Annual Report on Form 10-K and Notice of 2014 Annual Meeting and Proxy Statement are available at:

www.envisionreports.com/KODK

| ● | Easy Online Access – A
Convenient Way to View Proxy Materials and
Vote When you go online to view
materials, you can also vote your
shares. | |
| --- | --- | --- |
| | Step 1: | To view
and/or print the materials, go to www.envisionreports.com/KODK. |
| | Step 2: | To
vote, go to www.envisionreports.com/KODK and click on Cast Your Vote or Request
Materials. |
| | Step 3: | Follow
the instructions on the screen to log in. |
| | Step 4: | Make
your selection as instructed on each screen to select delivery preferences
and vote. |
| You can also help the environment by consenting
online to receive electronic delivery of future
materials. | | |
| ● | Obtaining a Copy of the Proxy Materials – If
you want to receive a copy of these documents, you must request one. There
is no charge to you for requesting a copy. Please make your request for a
copy as instructed on the reverse side on or before May 18, 2014 to facilitate timely delivery. | |

Notice of the 2014 Annual Meeting of Shareholders

The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Wednesday, May 28, 2014 at 9:00 a.m., Eastern Time, at the W New York, 541 Lexington Avenue, New York, NY 10022.

The following will be voted on at the Annual Meeting:

| 1. | Election of 9
directors named in the Proxy Statement for a term of one year or until
their successors are duly elected and qualified. |
| --- | --- |
| 2. | Ratification of
the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP
as our independent registered public accounting firm. |
| 3. | Advisory Vote on
the Compensation of our Named Executive Officers. |
| 4. | Advisory Vote on
the Frequency of the Advisory Vote on the Compensation of our Named
Executive Officers. |
| 5. | Such other
business as may properly come before the meeting or any adjournment
thereof. |

The Board of Directors recommends a vote FOR Items 1, 2 and 3 and 1 Yr on Item 4.

If you were a shareholder of record at the close of business on March 31, 2014, you are entitled to vote at the Annual Meeting.

We are taking advantage of the Securities and Exchange Commission “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0251, (585) 724-4053, e-mail: shareholderservices@kodak.com.

The Annual Meeting will be accessible by the handicapped. If you require special assistance, contact Shareholder Services.

By Order of the Board of Directors

Patrick M. Sheller Secretary Eastman Kodak Company April 15, 2014

PLEASE NOTE -- YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online, by telephone or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the Annual Meeting, please bring this notice and identification with you. Directions to attend the Annual Meeting where you may vote in person can be found in our Proxy Statement, which can be viewed at www.envisionreports.com/KODK.

●
®	Internet – Go to www.envisionreports.com/KODK Follow the
instructions to log in and order a copy of the current proxy materials
and submit your preference for e-mail or
paper delivery of future proxy materials.
®	Telephone – Within the USA, US territories & Canada, call
us free of charge at 1-866-641-4276. Outside the USA, US territories &
Canada, call us collect at 1-781-575-3170. Follow the instructions to log
in and order a paper copy of the materials by mail for the current
meeting. You can also submit a preference to receive a paper copy for
future meetings.
®	E-mail – Send an e-mail to investorvote@computershare.com with
“Proxy Materials Eastman Kodak Company” in the subject line. In the
message, include your full name and address, the number located in the
shaded bar on the reverse side and state that you want to receive a paper
copy of current and/or future proxy materials.
	To facilitate timely delivery,
all requests for a paper copy of the proxy materials must be received by
May 18, 2014.